Terms and Conditions

This site is owned and operated by Rodman Media. Your privacy is of the utmost importance to us. At Rodman, we want to make your online experience satisfying and safe.

Because we gather certain types of information about our users, we feel you should fully understand our policy and the terms and conditions surrounding the capture and use of that information. This privacy statement discloses what information we gather and how we use it.

Happi provides information on its website, www.happi.com, to the general public subject to the terms and conditions included in Section I of this Statement. By using the Happi Public Site, as defined below, you agree to be bound by the terms and conditions contained in Section I below.

Happi offers enhanced, special Website access to registered Members, who are required to agree to the additional terms & conditions contained in Section II below. The Section II terms and conditions apply only to Members.

SECTION I: TERMS & CONDITIONS FOR PUBLIC ACCESS TO www.happi.com

1. Definitions.

"Website" means the web site located at the URL http://www.happi.com and includes the entirety of both the Happi Public Site and the Happi Member only Site.

"Happi Public Site" means that portion of the Website that is generally available for use by any person who by accessing the Website agrees to be bound by Section I of the Website terms and conditions.

" Happi Member only Site" means that portion of the Website that is restricted to the use by Members.

"Members" means those persons and entities that have registered and assented to the terms of Section II of this Agreement.

"Product Suppliers" means any and all suppliers of industrial materials, product components, industrial equipment or services to finished goods manufacturers anywhere in the world.

"Happi Website Services" mean functions on the Happi Website that allow Members to search for and access technical product documents of Product Suppliers; order product samples on line directly from such suppliers; and request direct technical assistance from those suppliers.

2. Intellectual Property. The materials contained on the Happi Website are proprietary to Rodman Media, its affiliates and/or third parties. These materials are protected under federal and state intellectual property laws and international treaties. Happi grants you a limited, revocable, non exclusive and non transferable license to use and display the materials only on your computing device and only for those limited purposes associated with your interaction with the Happi Website. Except as stated herein, you have no right to copy, download, display, perform, decompile, reproduce, distribute, modify, edit, alter or enhance any of the materials in any manner. You agree not to "link," "frame" or "mirror" the Happi Website, or any material contained on or accessible from the Happi Website, on or from any other server or device without the advanced written authorization of Happi . This limited license terminates automatically, without notice to you, if you breach any of these terms and conditions. This limited license may also be terminated at any time in Happi ’s sole discretion upon notice to you. Upon termination, you must immediately destroy any downloaded and printed materials.

3. Local Laws, Export Controls. Rodman Media controls and operates the Happi Website from its offices in the United States of America and makes no representation that the materials contained on the Happi Website are appropriate or will be available for use. You are entirely responsible for compliance with applicable local laws, including but not limited to applicable export and import regulations.

4. On Line Conduct. You agree to use the Happi Website only for lawful purposes and not to engage in any conduct that restricts or inhibits any other user from using or enjoying the Website. You shall not post on or transmit through the Happi Website: any defamatory or abusive statements; statements that threaten the persons of others; advertising or other forms of solicitation; or statements that are bigoted, hateful, racially offensive, or that endorse or advocate illegal activity. You agree not to engage in any conduct in connection with your use of the Happi Website that is anti competitive, deceptive or otherwise in violation of any law including those governing competition or trade practices. You further agree not to tamper with the Happi Website or its functionality. You shall not post or transmit any information, file or software that contains a virus, worm or any other potentially contaminating or destructive information, data or feature.

5. Consent to Monitoring and Disclosure. Happi is under no obligation and does not assume any obligation to monitor the information residing on or transmitted to or from the Happi Website. Happi undertakes no obligation to determine whether your conduct during your use of the Happi Website complies with applicable laws or regulations. However, you agree that Happi may in its sole discretion monitor the Happi Website in connection with its operation in order to protect users of the Happi Website and comply with applicable laws, regulations or requests from governmental authorities. Unless otherwise provided in writing by Happi or covered as confidential in the Privacy Policy, all information provided by you to Happi in connection with the Website shall be deemed not to be confidential, and Happi will not protect any such information from disclosure. Happi shall be free to use, disclose and distribute such non confidential information to third parties without any limitation.

6. No Endorsement. Happi does not endorse any products or services of other parties appearing on, or accessible through, the Happi Website. References on the Happi Website to any such products or services or the inclusion on the Happi Website of links to, or frames of, the web sites or computer systems of any third parties does not constitute or imply an endorsement by Happi of such products, services, web sites or systems. Happi makes no representation or warranty with respect to, and is not responsible for the quality of, the products, services, web sites or computer systems provided by third parties that may be referred to on, or accessible through, the Happi Website.

7. Website Changes/Updates. Happi reserves the right, in Happi’s sole discretion, to change the Happi Website and its content for any lawful purpose, including changes to enhance or correct any inaccuracies contained on it. Happi also reserves the right to modify these terms and conditions and the Privacy Policy, without prior notice. If Happi makes any material changes to these terms and conditions or the Privacy Policy, Happi may announce those changes on the Happi Website. Your continued use of the Happi Website after such an announcement will constitute your acceptance of the amended terms and conditions.

9. Disclaimer of Liability. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR THE USE OF THE Happi WEBSITE AND THE INTERNET GENERALLY. THE INFORMATION PROVIDED ON THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON INFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT ALLOWED BY LAW. NEITHER Happi NOR ITS AFFILIATES WARRANT THAT THE INFORMATION ON THE WEBSITE OR ON THE INTERNET GENERALLY WILL BE UNINTERRUPTABLE OR ERROR FREE OR THAT ANY SYSTEMS, SOFTWARE INFORMATION, OR OTHER MATERIAL ACCESSIBLE ON OR THROUGH THE WEBSITE SERVER IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Happi OR THROUGH THE Happi WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS AND CONDITIONS. Happi AND ITS AFFILIATES DO NOT ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION DISCLOSED ON THE Happi WEBSITE OR OTHER MATERIAL ACCESSIBLE THROUGH IT. Happi SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE CAUSED, OR ALLEGED TO HAVE BEEN CAUSED, DIRECTLY OR INDIRECTLY, BY THE INFORMATION OR IDEAS CONTAINED, SUGGESTED OR REFERENCED ON THE Happi WEBSITE, INCLUDING WITHOUT LIMITATION PRODUCT INFORMATION PROVIDED IN TECHNICAL DATA SHEETS OR MATERIAL SAFETY DATA SHEETS. IN NO EVENT SHALL Happi OR ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE INFORMATION ON OR ACCESSED THROUGH THE Happi WEBSITE OR THE INTERNET GENERALLY.

Happi DOES NOT ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION DISCLOSED ON THE WEBSITE OR OTHER MATERIAL ACCESSIBLE THROUGH THE WEBSITE. Happi SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE CAUSED, OR ALLEGED TO HAVE BEEN CAUSED, DIRECTLY OR INDIRECTLY, BY THE INFORMATION OR IDEAS CONTAINED, SUGGESTED OR REFERENCED ON THE WEBSITE, INCLUDING WITHOUT LIMITATION PRODUCT INFORMATION PROVIDED IN TECHNICAL DATA SHEETS OR MATERIAL SAFETY DATA SHEETS. IN NO EVENT SHALL Happi OR ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE INFORMATION ON OR ACCESSED THROUGH THE WEBSITE OR THE INTERNET GENERALLY.

10. Jurisdiction Issues and Applicable Law. The Happi Website is a service provided, controlled and operated by Rodman Media from offices, facilities and computer systems located in the State of New Jersey, United States of America. Happi makes no representation that the Happi Website is available or appropriate for users in all jurisdictions. You acknowledge that users access the Happi Website on their own initiative and are responsible for compliance with applicable local laws, regulations and treaty provisions. These terms and conditions and your agreement to be bound by them shall, to the maximum lawful extent, be governed by and construed in accordance with the laws of New Jerseys without reference to principles of conflicts of laws. YOU AGREE THAT THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF NEW JERSEY, U.S.A., SHALL BE THE EXCLUSIVE FORUM FOR THE RESOLUTION OF ALL DISPUTES BETWEEN YOU AND Happi RELATING TO YOUR USE OF THE Happi WEBSITE. YOU HEREBY CONSENT TO THE PROFESSIONAL JURISDICTION OF THESE COURTS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE THE RIGHT TO A TRIAL BY JURY. If the forgoing exclusive forum provision is unenforceable or inapplicable to a dispute between you and Happi, you and Happi agree that such dispute shall be resolved and finally settled by mutually binding arbitration conducted in accordance with the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with said rules. The arbitration shall be conducted in the English language. To the extent permitted by said rules, the location of the arbitration shall be in Bergen County, New Jersey. The arbitrator shall apply New Jersey law without reference to conflict of laws principles.

SECTION II: TERMS & CONDITIONS FOR ACCESS TO MEMBER ONLY MEMBERSHIP

This section states the additional terms and conditions under which Happi provides access to the Happi Member only Site. These terms and conditions constitute an Agreement between Member and Happi .

1. Relationship to Section I terms and conditions. The terms and conditions contained in this Section II are in addition to the terms and conditions contained in Section I of this Statement, and together such terms and conditions govern Member’s use of the Happi Website and the Happi Website Services. Any reference to "you" or "your" in Section I of this Statement shall be deemed a reference to Member. In the event of a conflict between these Section II terms and the terms contained in Section I, the terms of this Section II shall override and govern. To the extent reasonably possible, the terms of Sections I and II of this Statement shall be construed in such a manner so as to give practical and legal effect to both Sections.

2. Additional Definitions.

"Member Registration Pages" means the web pages on which the Member provides professionally identifiable information to Happi in order to gain access to the Happi Member only Site or to use certain Happi Website Services.

"Member’s Professional Information" means information that identifies Member’s professional role, such as Member’s name, company or industry affiliations, employment position and title, physical location, phone numbers, mailing addresses, and email addresses that is disclosed to Happi through the submission of Member Registration Pages or through other means of communication between Member and Happi or its affiliates.

3. Member’s Professional Information. Member represents and warrants to Happi that all of Member’s Professional Information disclosed on the Member Registration Pages is true, complete and accurate as of the date provided to Happi . Without limiting the generality of the foregoing representation and warranty, Member represents and warrants that he/she has provided true, complete and accurate information regarding Member’s profession and has disclosed all of Member’s employment affiliations and relationships including (a) Member’s relationship as an employee, agent and/or contractor for each employer, and (b) Member’s affiliation with other employers through an ownership interest in or joint venture relationship or similar relationship with those employers. Member agrees to promptly update Member’s Professional Information during the term of this Agreement in the event Member’s affiliations or relationships with employers change or as otherwise necessary to keep Member’s Professional Information accurate and complete.

4. Sharing of Member’s Professional Information. Happi reserves the right, without notice to Member, to share all of Member’s Professional Information with any Product Supplier whose information, documents or materials are accessed by Member on or through the Happi Website. Member hereby consents to the disclosure of Member’s Professional Information to such Product Suppliers and acknowledges that, once this information is disclosed to those suppliers, Happi will have no control over, nor will Happi be responsible for, the use or further disclosure of Member’s Professional Information by those Product Suppliers.

5. Restricted Access to Certain Information. Depending on Member’s position, profession and relationships or affiliations with Product Suppliers or other employers, Happi may in its sole discretion restrict Member’s access to certain technical product documents and/or other information of Product Suppliers who list their product offerings on the Happi Website. These restrictions will be imposed in response to the unilateral request of Product Suppliers, who for competitive or other reasons wish to protect such information from access or disclosure to certain Product Suppliers or employers or other parties who have been granted access to the Happi Website. These restrictions may be imposed by Happi and implemented on the Happi Website or by Product Suppliers within their own web sites or computer systems. Member agrees to abide by any restrictions imposed on Member’s access to such documents and information and shall not attempt in any manner to circumvent those restrictions.

6. Logon Procedure. In order to Access the Happi Member Only Site and to use certain Happi Services, Member will be required to enter a user name and password on the logon page of the Happi Member only Site. Member shall access the Happi Member only Site only though the logon page provided by Happi and shall not permit any other person or entity to log onto the Happi Member only Site using Member’s user name or password. Member shall ensure that he/she logs off from his/her account at the end of each session on the Happi Member only Site. Member agrees not to disclose Member’s user name or password to any other person or entity and shall hold Member’s user name and password in confidence during the term of this Agreement. In the event Member determines that another party has gained access to Member’s password or user name, or that another party has accessed the Happi Member only Site using Member’s user name or password, Member shall immediately notify Happi of such access. In such event, Happi shall delete Member’s old user name and password and, in its sole discretion, issue a new user name and password to Member.

7. Accuracy of Information Not Warranted. Happi uses reasonable efforts to accurately publish and categorize Supplier Product information and other information and materials on the Happi Website. However, Happi does not guarantee the accuracy or completeness of such information or materials, nor does Happi warrant that the categorization of such information or materials is correct. Member acknowledges and agrees that he/she is responsible for determining the accuracy and completeness of all information and materials published on the Happi Website, including without limitation whether the categorization of such information and materials is correct. In the event Member becomes aware of any material inaccuracy of any information or materials published or categorized on the Happi Website, Member shall promptly notify Happi of such inaccuracy, and Happi will take reasonable steps to correct any information or materials it determines to be inaccurate or incomplete. Happi shall not be responsible for any information or materials provided by Product Suppliers or other parties that is accessed through the Happi Website and shall have no obligation to correct any such information or materials.

8. Limited Use of Information. Happi grants Member a nontransferable, nonexclusive, revocable right to access the Happi Website Site solely for the purpose of using the Happi Member Only service. Member agrees not to (and not allow any third party to) copy, modify, decompile, create a derivative work of, sell, assign, sublicense, or grant a security interest in, or otherwise transfer any right in or to, the Happi Member Only Site. User may download only a single copy of the screens when he/she is using the Happi Member Only Site for his/her own professional use and use by those affiliates of Member that are disclosed as part of Member’s Professional Information. Member is not permitted to further distribute or transfer any portion of the Happi Member Only Site to other parties. Happi reserves the right in its sole discretion to revoke, suspend or limit Member’s right to access the Happi Member Only Site at any time. Member’s right to access the Happi Member Only Site shall end upon the expiration or termination of this Agreement.

9. Indemnification by Member. Member agrees to indemnify and defend Happi and its affiliates and their officers, directors, and employees and agents from and against all third party claims and lawsuits arising out of or relating to Member’s use of the Happi Member Only Site or the Happi Website Services. If any such claim or lawsuit is asserted against Happi , Happi will tender the claim or lawsuit to Member for defense. Member and Happi shall cooperate in good faith in defending any such claim or lawsuit, consistent with each party’s legal rights, including their respective right to assert the attorney/client privilege.

10. Termination of Agreement; Survival of Obligations. This Agreement may be terminated by either party hereto at any time upon notification of termination transmitted by Happi to Member’s email address or by Member by using the Contact Happi page. All provisions of this Agreement relating to intellectual property rights, Happi ’s privacy policy, representations and warranties, limitations of liability, and indemnification shall survive the termination of this Agreement.

11. Entire Agreement; Severability. This Agreement, describes the entire agreement between Member and Happi and supersedes all other verbal or written agreements between the parties hereto regarding the subject matter hereof. If any provision of this Agreement is found to be invalid, vague or unenforceable, the validity and enforceability of the remaining provisions shall not be affected. Any vague or ambiguous language shall not be presumptively construed against either party to this Agreement and shall be construed consistent with the primary purpose of this Agreement as expressed by its remaining terms.

12. Modification of this Agreement. Happi may, in its sole discretion, modify the terms of this Agreement at any time, by posting such modifications to the Website. Happi shall announce any such modifications on the Happi Public Site and Member’s use of the Happi Member Only Site after such announcement shall be deemed Member’s acceptance of such modifications.

13. Knowing Consent and Authority to Consent. The parties to this Agreement knowingly and expressly consent to the foregoing terms and conditions. Each person assenting to this Agreement represents that he/she is authorized to enter into this Agreement.